ATTENTION! ONCE YOU CLICK THE “I AGREE” BUTTON DISPLAYED HEREWITH, THE
FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING EITHER UPON YOU
PERSONALLY, IF YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR
UPON THE COMPANY OR OTHER LEGAL ENTITY ON BEHALF OF WHICH YOU ARE ACTING
(HEREINAFTER “YOU” OR “YOUR”). YOU SHOULD CAREFULLY READ THE FOLLOWING
AGREEMENT GOVERNING THE 2359 REFERRAL PROGRAM BEFORE CLICKING “I AGREE.”
2359 MEDIA REFERRAL AGREEMENT
This 2359 Referral Agreement (“Agreement”) is entered into Singapore, as of the date on which You click the “I
Agree” button displayed herewith, between You and 2359 Media Pte. Ltd.., a company incorporated and existing
under the laws of Singapore (“2359”), having its registered address at 3 Shenton Way #20-09 Shenton House,
Singapore 068805. Capitalized terms are defined throughout this Agreement and in Section 9. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. AGREEMENT SUBJECT TO APPROVAL.
The effectiveness of this Agreement is subject to 2359’s approval in writing (via mail, fax or e-mail) of Your
application for participation in the 2359 Referral Program (“Approval”), and this Agreement shall commence on the
date of the Approval (“Effective Date”). 2359 may reject or decline to accept Your application for any or no reason
at its sole discretion. 2359 may conduct background checks and other screening measures of any sort in connection
with Your application. If 2359 approves Your application, You may refer sales leads within the Territory to 2359
during the term and in accordance with all terms and conditions of this Agreement, to enable 2359 to solicit orders
for the [Please define] products and/or services (“Products”).
2. LIMITATIONS ON ACTIVITIES.
2.1. Limitations on Activities. Your activities under this Referral Agreement shall be limited as follows:
2.1.1 Subject as provided in this Agreement and to any directions which 2359 may from time to time provide to You,
You shall conduct all of Your business in Your own name and in accordance with the highest business standards,
acting dutifully, in good faith, and in compliance with all laws and terms of this Agreement, and not perform any act
which would or might reflect adversely upon the Products or the business, integrity or goodwill of 2359. You shall
conduct the promotion and marketing of the Products in the Territory with all due care and diligence, and shall
cultivate and maintain good relations with customers and potential customers in the Territory in accordance with
sound commercial principles.
2.1.2 You shall not be, or purport to be, authorized to legally represent 2359 or to conduct negotiations on behalf of
2359. You shall not have the authority to make any commitments or agreements or incur any liabilities whatsoever
on behalf of 2359 or register this Agreement under local registered agency law nor shall 2359 be liable for any acts,
omissions to act, contracts, commitments, promises or representations made by You. For the avoidance of doubt, this
Agreement does not confer on You and/or Your agents/representatives any authority to solicit, negotiate or conclude
on behalf of 2359 any orders for the Products and/or bind 2359 in any way. You and/or Your agents/representatives
shall not do any act which might reasonably create the impression that it is so authorised. You shall not pledge the
credit of 2359 in any way.
2.1.3 You shall not use any trademarks, names or other identifiers owned or used by 2359 (“Marks”), except that You
may refer to 2359 and the Products in conversations and written correspondence with potential customers in the
same manner as 2359 does in its own marketing materials and website. Any other use of Marks (e.g., on Your
website) has to be designed in compliance with 2359 trademark usage guidelines made available by 2359 upon your
request (as it may be updated from time to time in 2359’s sole discretion) and be pre-approved by 2359 in writing.
[Please ensure that you have a usage Guideline for the Marketing Agent.] For the avoidance of doubt, nothing herein
shall give You any rights in respect of any trade names or trade marks used by 2359 in relation to the Products or of
the goodwill associated with them, and You acknowledge that, except as expressly provided herein, You shall not
acquire any rights in respect of any trade names or trade marks and that all such rights and goodwill are, and shall
remain, vested in 2359. You shall, at the expense of 2359, take all such steps as 2359 may reasonably require You to
assist in maintaining the validity and enforceability of the Intellectual Property of 2359 during the continuance of
this Agreement. You shall not do or authorise any third party to do any act which would or might invalidate or be
inconsistent with the Intellectual Property of 2359 and shall not omit or authorise any third party to omit to do any
act which, by its omission, would have that effect or character.
2.1.4 You are an independent contractor, and nothing contained in this Agreement shall be construed to (a) give
either party the power to direct and control the day-to-day activities of the other; (b) create a principal-agent or
employer-employee relationship or partnership; or (c) constitute the parties as partners, joint venturers, co-owners or
otherwise as participants in a joint undertaking.
2.1.5 All financial and other obligations associated with Your business are solely your responsibility. As an
independent contractor, the mode, manner and method used by You shall be under Your sole control and You shall be
solely responsible for risks incurred in the operation of Your business and the benefits thereof. You shall bear all of
Your own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement
of any such expenses by 2359. You shall be responsible for obtaining all licences, permits, and approvals which are
necessary or advisable for the sale of the Products in the Territory and for the performance of Your duties under this
Agreement.
2.1.6 You shall not make any representations, warranties, promises, guarantees or other statements about Products,
prices or business practices, except that You shall forward to potential customers (i) unmodified marketing materials
provided by 2359 and (ii) references to 2359’s standard conditions of sale (if applicable), as published by 2359 on its
website or otherwise. You shall not be entitled to receive payments on 2359’s behalf in respect of sales of the
Products.
2.1.7 2359 may from time to time by written notice require You not to, and if so required, You shall not, solicit
particular persons or customers or prospective customers in the Territory if 2359 has reasonable grounds for
believing that such customers are not creditworthy and/or have business ethics which are not in line with the
business ethics of 2359.
• You shall (at Your own expense) procure that your representatives:-
• make themselves available, at all reasonable times and upon reasonable notice,
to 2359 for the purposes of consultation and advice relating to this Agreement
and the Products;
• attend meetings with representatives of 2359 and such customers or prospective
customers in the Territory as may be necessary for the performance of Your
duties under this Agreement;
• make such calls upon customers or potential customers in the Territory for the
purpose of promoting the Products as You may think fit; and
• attend such trade exhibits and other sales outlets in the Territory as 2359 or You
may think commercially suitable for the purpose of promoting the Products.
2.2.1 No License. You acknowledge and agree that no license is granted under this Agreement to use or access any
Products, any of 2359’s proprietary technologies embodied therein, or any data, information or other content
provided thereby. As between the parties, 2359 retains all rights, title and interest in and to the Products and all
technology, data, information or other content embodied therein or provided thereby, as well as any Intellectual
Property rights or similar rights in connection therewith, and You acknowledge that You neither own nor acquire any
rights in or to the Products.
2.2.2 You shall promptly and fully notify 2359 of any actual, threatened or suspected infringement in the Territory of
any Intellectual Property of 2359 which comes to Your notice, and of any claim by any third party so coming to Your
notice that the Products or their sale in the Territory, infringes any rights of any other person, and You shall, at the
request and expense of 2359, do all such things as may be reasonably required to assist 2359 in taking or resisting
any proceedings in relation to any such infringement or claim.
2.3 Non-exclusive Referral Agreement. Each party acknowledges that this Agreement does not create an exclusive
agreement between the Parties. Each Party shall have the right to recommend similar products and services of third
parties and to work with other parties in connection with the design, sale, installation, implementation and use of
similar services and products of third parties. Notwithstanding the foregoing, once You establish a Commissionable
Lead (defined below) with 2359, You will not refer a direct competitor of 2359 to such Commissionable Lead. You
will not enter into an agreement with a third party the effect of which would prohibit your submission of a Proposed
Lead (defined below) pursuant to this Agreement.
2.4 2359 shall be entitled to make sales of the Products to customers in the Territory whether or not they have been
introduced to 2359 by You. You shall maintain a list of customers and potential customers for the Products in the
Territory and shall, at the request of 2359, supply it with a copy of that list.
2.5 You shall promptly notify 2359 of all enquiries concerning the Products which You receive from customers and
prospective customers both within and outside of the Territory. You shall also keep 2359 informed of conditions in
the market for the Products in the Territory, and of competing products and the activities of 2359’s competitors in the
Territory.
3. REFERRALS.
3.1 Submission of Leads. You shall use Your best endeavours to promote and market the Products in the Territory.
You shall identify each potential customer (“Proposed Lead”) and relevant commercial conditions relating to such
Proposed Lead in a [New] Lead Form (“NLF”), a standard form generated by 2359 (and available online via a link
provided to You by 2359), or via some other method at 2359’s option. At 2359’s request, You shall (a) supply any
additional information reasonably requested by 2359, (b) discuss each completed NLF in detail with 2359, and (c)
assist 2359 in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or
other means of communication with the Proposed Lead.
3.2 Acceptance of Leads. Within a reasonable period of time following Your submission of a NLF, 2359 shall
review the NLF to determine whether to accept the Proposed Lead as commissionable under Section 4.1 below, or
reject the Proposed Lead pursuant to this Section 3.2 and will provide You with a written (including e-mail)
notification of its acceptance or rejection of a Proposed Lead (“Referral Confirmation”). 2359 will be under no
obligation to accept any NLF submitted by You and may reject or decline to accept NLFs for any or no reason at its
sole discretion, including, without limitation, because:
• the Proposed Lead was an existing customer of 2359's at the time of submission of the NLF;
• 2359 was already involved in preliminary or advanced discussions relating to the sale of a subscription to
the Proposed Lead at the time of submission of the NLF;
• an NLF (or similar document) has previously been submitted to 2359 by You or any third party with respect
to the Proposed Lead;
• the Proposed Lead (a) does not meet 2359's credit requirements, (b) is on a list of restricted or prohibited
parties issued by the government of the Republic of Singapore or any other jurisdiction, or (c) is located in
a country that is subject to a Republic of Singapore trade embargo or that is deemed a terrorist supporting
country by the government of the Republic of Singapore; or
• the Proposed Lead is located outside the Territory, or is located in an area in which 2359 has an exclusive
arrangement for the sale of Products or which 2359 is otherwise prohibited by agreement from accepting.
3.3 Pursuit of Leads by 2359.The method of contacting and following up with Proposed Leads will be determined
in 2359’s sole discretion; provided, however, that You shall actively support 2359 in the sales process with Proposed
Leads when requested by 2359. 2359 shall have sole discretion to refuse to offer any Products to any third party
without liability to You. For the avoidance of doubt, all sales of the Products in the Territory sall be made on such
terms as 2359 in its absolute discretion may from time to time determine.
• You agree that 2359 shall be entitled:-
• for any reason to reject any order of the Products; and
• for time to time extend the range of Products, or discontinue any of the same, upon giving
not less than 30 calendar days written notice in writing to You.
4. COMMISSIONS.
4.1 Commissionable Leads. A Proposed Lead qualifies as commissionable ("Commisionable Lead") only if:
• You have submitted an NLF for the Proposed Lead in accordance with Section 3.1; and
• 2359 has accepted the Proposed Lead as a Commissionable Lead (i.e., not rejected the Proposed Lead as set
forth in Section 3.2, or otherwise).
4.2 Commissions and Payment. Subject to Your compliance with all terms and conditions of this Agreement, 2359
will pay You commissions equal to ten percent (10%) of Lead Referral Revenue (defined below). Commission
payments (less any applicable withholding taxes or other levies) will be due on the last day of the month following
the quarter in which 2359 receives payment of the Lead Referral Revenue.
4.3 Reports. Within thirty (30) days after the end of each calendar quarter, during which You have submitted five (5)
or more Commissionable Leads, 2359 will issue quarterly reports to You by mail, e-mail or through an online
system, which will show the Lead Referral Revenue generated by each Commissionable Lead and the commission
amounts earned by You as a result. Each report shall be deemed final and accepted by You unless 2359 receives a
detailed written objection within thirty (30) days of Your receipt of 2359’s report.
4.4 Modifications. 2359 may modify the NLF submission process and the percentage amounts and conditions
relating to commissions upon thirty (30) calendar days’ written notice. Such changes will only affect NLFs
submitted after said thirty (30) day period.
4.5 Commissions After Termination. Except in the event of termination for breach by You, 2359 will continue to
pay You commissions for the duration of the applicable referral payment period in accordance with the Section on
Lead Referral Revenue received following termination of the Agreement for Commissionable Leads accepted prior
to such termination, and 2359 will continue to issue reports in accordance with Section 4.3 through such time.
4.6 No Other Payments. Except as expressly provided in this Section, You are not entitled to any fees,
reimbursements or other payments. You shall promptly refund to 2359 any overpayments (e.g., Referral Fees on
Lead Referral Revenue that was reduced due to returns by the customer).
5. TERM AND TERMINATION.
5.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated.
5.2 Termination for Convenience. This Agreement may be terminated by either party for any or no reason upon
written notice to the other party thirty (30) days prior to the desired termination date (or with such minimum
advance notice as required by mandatory applicable law). Neither party shall have any expectation as to the
minimum term of this Agreement.
5.3 Termination for Cause. Either party may terminate this Agreement, effective immediately, (a) in the event of a
material breach by the other party, which the other party fails to cure within five (5) business days of receipt of a
written request to cure from the other party, or (b) if the other party becomes insolvent, makes any assignment for
the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether
voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy
code or any similar statute. If, at the time of Your acceptance of this Agreement or any time thereafter, 2359 would
be prohibited from doing business with You under the laws of the Republic of Singapore, this Agreement shall
automatically be null and void.
5.4 Effect of Termination. Sections 2, 4.5, 4.6, 5.4, and 6 shall survive termination of this Agreement. Upon
termination of this Agreement for any reason, You shall immediately cease the use of all 2359 brochures, literature,
documentation and other materials within Your control and shall return such materials to 2359 within ten (10)
business days. You shall also cease to promoe, market, advertise or solicit customers for the Products. Except as
provided in Section 4.5, You shall have no rights or claims against 2359 in connection with termination, expiration
or non-renewal of this Agreement; in particular, without any limitation, You hereby irrevocably waive any rights to
severance or compensation for lost opportunities or investments or loss of agency rights, loss of goodwill or any
other similar loss to the maximum extent permissible under applicable law.
5.5 The rights to terminate this Agreement given by this Section shall be without prejudice to any other right or
remedy of either party in respect of the breach concerned (if any) or any other breach.
6.1 INDEMNIFICATION
You shall defend and indemnify 2359 from and against any and all third party claims against 2359 arising out of any
act, default, misrepresentation or any omission on Your part (including, without limitation, negligence and breach of
this Agreement), or any of Your agents, employees or representatives, directly or indirectly relating to this
Agreement, including without limitation, any claims relating to allegations, actions or proceedings for breach of
contract or warranty, regulatory or other legal claims, claims for bodily injury (including death) and damage to
property.
6.2 CONFIDENTIALITY
• You shall at all times during the continuance of this Agreement and after its termination:-
• Use Your best endeavours to keep all Restricted Information confidential and
accordingly, not to disclose any Restricted Information to any other person; and
• Not use any Restricted Information for any purpose other than the performance
of Your obligations under this Agreement.
• You may disclose Restricted Information to:
• Any customers or prospective customers;
• Any governmental or other authority or regulatory body; or
• Any of Your employees;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and
subject, in each case, to You using Your best endeavours to ensure that the person in question keeps the same
confidential and does not use the same except for the purposes for which disclosure is made.
6.2.3 Any Restricted Information may be used by You for any purpose, or disclosed by You to any other person, to
the extent only that:-
• it is on the date of this Agreement, or becomes, public knowledge through no
fault of Yours (provided that in doing so You shall not disclose any Restricted
Information which is not public knowledge); and
• it can be shown by You, to the reasonable satisfaction of 2359, to have been
known to You prior to it being disclosed by 2359 to You.
7. LIMITATION OF LIABILITY.
7.1 TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, 2359 WILL NOT BE LIABLE FOR ANY
LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF
THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
DAMAGES. IN NO EVENT WILL 2359’S LIABILITY UNDER THIS AGREEMENT EXCEED SINGAPORE
DOLLARS FIVE THOUSAND DOLLARS (S$5,000). THIS SECTION IS SEVERABLE AND SHALL SURVIVE
ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
8. MISCELLANEOUS.
8.1. Governing Law and Jurisdiction. This Agreement is governed by the substantive and procedural laws of the
Republic of Singapore and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in
the Republic of Singapore in any dispute arising out of or relating to this Agreement.
8.2 No Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of
future enforcement of that or any other provision. Neither party will be deemed to have waived any rights or
remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the party
against which such waiver is asserted.
8.3 Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable,
that provision of the Agreement will be enforced to the maximum extent possible to achieve, as nearly as possible,
the intent of the parties, and the remainder of this Agreement will remain in full force and effect.
8.4 Notices.
8.4.1 Except as otherwise expressly provided herein or as set forth below in 8.4.2, all notices, approvals, consents
and other communications required or permitted under this Agreement will be invalid unless made in writing and
given (a) by 2359 via mail, fax or e-mail (to the address or number You provide) or by way of a posting on 2359’s
Referral Program Website [Please amend accordingly.], or (b) by You via email to [Please provide your email.]
8.4.2 Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal
dispute with 2359 or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You
become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: [Please
amend accordingly.]
8.5 Assignment. You may not assign, subcontract or delegate this Agreement or any of Your rights or obligations
hereunder, in whole or in part, including without limitation by operation of law, without 2359’s prior written
consent. Any attempt to assign this Agreement without such consent will be null and void. 2359 may assign this
Agreement and subcontract or delegate its obligations hereunder to any third party with or without Your consent.
Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and
assigns. You shall not without the prior written consent of 2359 employ sub-agents; if with such consent You so do,
every act or omission of the sub-agent shall for the purposes of this Agreement be deemed to be the act or omission
of You.
8.6 Compliance.
8.6.1 You represent and warrant that (a) You will conduct Your business activities in a legal and ethical manner; (b)
You have submitted and will submit complete and truthful information in connection with your application and all
referrals; (c) You will submit all filings and obtain any approvals that may be necessary for You to perform Your
obligations under this Agreement; (d) You will commit no act that would reflect unfavorably on 2359; (e) You are
not a party with whom 2359 is prohibited from doing business under the laws of the Republic of Singapore; and (f)
You will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in
connection with Your performance of this Agreement, including without limitation, privacy, anti-spam, advertising,
copyright, trademark and other intellectual property laws.
8.6.2 You will comply with all export control and laws and regulations of the Republic of Singapore. In particular,
without limitation, You will refrain from (a) referring Proposed Leads that could be suspected of engaging in reexports
that would be illegal under Singapore law, and (b) disclosing any technical information related to Products
to prohibited persons or destinations in violation of Singapore law. You certify that neither Products nor any
technical data related thereto nor the direct product thereof are intended (a) to be used for any purpose prohibited by
the applicable export laws or regulations, including but not limited to nuclear proliferation, or (b) to be shipped or
exported, either directly or indirectly, to any country to which such shipment is prohibited by the applicable export
laws or regulations.
8.6.3 You acknowledge that any sums paid to You under this Agreement are for Your own account and that, except
as appropriate to carry out Your duties set forth herein in a legal manner, You did not, have no obligation to, and will
not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or any thing of value
to any other person in connection with the performance of Your referral activities hereunder and/or influence an act
or decision of any person, firm, corporation, entity or body including but not limited to any official of any
government (including a decision not to act) or inducing such a person to use his influence to affect any act or
decision in connection with the performance of Your referral activities hereunder. In particular, without limitation,
You agree not to take any actions that would cause You or 2359 to violate the Prevention of Corruption Act (Cap.
241) or any other anti-bribery law. 2359 shall be entitled to terminate this Agreement with immediate effect if You
should breach the terms of this Clause in any way whatsoever.
8.6.4 You acknowledge that you shall comply with Your obligations under the Personal Data Protection Act 2012.
You shall inform and obtain the prior written consent of the Proposed Lead that You will be relaying the personal
data of the Proposed Lead to 2359. In particular, You shall only process, use or disclose the personal data of any
Proposed Lead:-
• strictly for the purposes of fulfilling Your obligations and providing the services required under this
Agreement; and
• with the Proposed Lead’s prior written consent; or
• when required by law or an order of court, but shall notify the Proposed Lead as soon as practicable before
complying with such law or order of court at Your own costs.
8.7 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.
8.8 Entire Agreement and Amendment. This Agreement, including all exhibits hereto, constitutes the entire
agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous
representations, discussions, negotiations, and agreements, whether written or oral, relating to its subject matter.
Each party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely
on, any representation, warranty or other provision except as expressly provided in this agreement and all
conditions, warranties or other terms implied by statute or common law are by this Agreement excluded to the fullest
extent permitted by law. Any amendments or renewals to this Agreement shall be invalid unless made in writing that
is signed by duly authorized representatives of both parties. In the event of any additional or inconsistent terms
contained in NLFs, Referral Confirmations or other communications, the terms and conditions in this Agreement
shall prevail unless 2359 specifically identifies the section(s) of this Agreement that 2359 intends to override in a
writing signed by 2359.
8.9 Force Majeure. Neither party to this agreement shall be liable for any breach of its obligations hereunder
resulting from an event of Force Majeure. Each of the parties to this agreement agrees to give notice forthwith to the
other upon becoming aware of an event of Force Majeure, such notice to contain details of the circumstances giving
rise to the event of Force Majeure. If a default due to an event of Force Majeure shall continue for more than 8
weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability
to the other in respect of the termination of this agreement as a result of an event of Force Majeure.
8.10 Any reference in this Agreement to “writing” or related expressions includes a reference to cable, facsimile
transmission, email or comparable means of communication.
8.11 Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision
as amended, re-enacted, or extended at the relevant time.
8.12 Headings. The headings in this Agreement are for convenience only and shall not affect its interpretation.
8.13 Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this
Agreement unless expressly stated to the contrary.
9. DEFINITIONS.
"Commissionable Period" means, in respect of a Commissionable Lead, a period of one (1) year from Your
submission of the NLF for such Commissionable Lead.
"Commissionable Product(s)" means the products listed as Commissionable Products on the Referral Partner
Program page of 2359’s website, as updated from time to time in 2359’s sole discretion, or as specified by 2359 in
writing.
“Force Majeure” means, in relation to either party, any circumstances (excluding lack of available funds) beyond the
reasonable control of that party provided that notwithstanding and without prejudice to the generality of the
foregoing any strike, lock-out or other form of industrial action shall in all cases be deemed to be circumstances
beyond the reasonable control of that party.
“Intellectual Property” means any patent, copyright, registered design, trade mark or other industrial or intellectual
property subsisting in the Territory in respect of the Products and applications for any of the foregoing.
"Lead Referral Revenue" means any payments actually received by 2359 from a Commissionable Lead for the first
year’s fees under a subscription agreement or other ordering document between 2359 and the Commissionable Lead
entered into during the Commissionable Period for the Commissionable Lead’s first order of a Commissionable
Product, minus any taxes, subsequently credited charges, write-offs, refunds or charge backs. For the avoidance of
doubt, Lead Referral Revenue does not include any amounts received for follow-up orders, additional sales,
renewals, or for products or services that are not Commissionable Products at the time of the relevant Referral
Confirmation, such as professional services, support services, training services or third party software products
purchased by a Commissionable Lead, nor does it include amounts that are owed by the Commissionable Lead but
have not actually been received by 2359.
“Restricted Information” means any information which is disclosed to You by 2359 under or in connection with this
Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential
or marked as such).
"Territory" means the geographic area(s) in which Your Proposed Leads shall be located, and which shall be
determined in 2359’s sole discretion, whose description is as follows: Worldwide, excluding Japan, Cuba, Sudan,
North Korea, Iran, Syria or any other country as determined by 2359 [Please confirm the list of countries.], as such
list of countries may be updated from time to time.
BY CLICKING “I AGREE” YOU ARE REPRESENTING THAT (1) YOU HAVE SUBMITTED TRUE AND
COMPLETE INFORMATION IN CONNECTION WITH YOUR APPLICATION AND (2) YOU ARE
ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF OR THAT YOU HAVE AUTHORITY
TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL
ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO ENTER INTO THIS
AGREEMENT ON YOUR OWN BEHALF, OR IF YOU DO NOT AGREE WITH THE TERMS AND
CONDITIONS CONTAINED HEREIN, YOU MUST CLICK “I DECLINE” AND YOU WILL NOT BE
ELIGIBLE FOR PARTICIPATION IN THE 2359 REFERRAL PROGRAM.
